Companion Policy to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 9 Material Weakness
Section 9.6

Disclosure of a Material Weakness

(1) Disclosure of a material weakness relating to the design of ICFR – If the certifying officers become aware of a material weakness relating to the design of ICFR that existed at the end of the annual or interim period, the issuer’s annual or interim MD&A must describe each material weakness relating to design, the impact of each material weakness on the issuer’s financial reporting and its ICFR, and the issuer’s current plans, if any, or any actions already undertaken, for remediating each material weakness as required by paragraph 5.2 of Form 52-109F1 and Form 52-109F2.

(2) Disclosure of a material weakness relating to the operation of ICFR – If the certifying officers become aware of a material weakness relating to the operation of ICFR that existed at the financial year end, the issuer’s annual MD&A must describe each material weakness relating to operation, the impact of each material weakness on the issuer’s financial reporting and its ICFR, and the issuer’s current plans, if any, or any actions already undertaken, for remediating each material weakness as required by subparagraphs 6(b)(ii)(A), (B) and (C) of Form 52-109F1. If a material weakness relating to the operation of ICFR continues to exist, the certifying officers should consider whether the deficiency initially relating to the operation of ICFR has become a material weakness relating to the design of ICFR that must be disclosed in the interim, as well as the annual MD&A under paragraph 5.2 of Form 52-109F1 and Form 52-109F2.

(3) Description of a material weakness – Disclosure pertaining to an identified material weakness should provide investors with an accurate and complete picture of the material weakness, including its effect on the issuer’s ICFR. Issuers should consider providing disclosure in the annual or interim MD&A that allows investors to understand the cause of the material weakness and assess the potential impact on, and importance to, the financial statements of the identified material weakness. The disclosure will be more useful to investors if it distinguishes between those material weaknesses that may have a pervasive impact on ICFR from those material weaknesses that do not.